UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2021

 

Outset Medical, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39513

20-0514392

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

3052 Orchard Dr.,

San Jose, California

 

95134

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (669) 231-8200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock, $0.001 par value per share

 

OM

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

On June 3, 2021, Outset Medical, Inc. (the “Company”) held its Annual Meeting of Stockholders at 1:30 p.m. local time in a virtual format via live audio webcast (the “Annual Meeting”). As of April 8, 2021, the Company’s record date, there were a total of 42,976,241 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the beginning of the Annual Meeting, 36,420,134 shares of common stock were present virtually in person or by proxy, and, therefore, a quorum was present. Two items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal One:  Election of Class I Directors

 

Each of Leslie Trigg and Karen Drexler was elected to serve as a class I director to hold office until the Company’s 2024 Annual Meeting of Stockholders and until the election and qualification of her successor.  Votes were cast as follows:

 

 

 

For

 

 

Withheld

 

 

Broker Non-Votes

Leslie Trigg

 

30,227,422

 

4,075,818

 

2,116,904

Karen Drexler

 

33,991,570

 

311,670

 

2,116,904

Since the Board is divided into three classes with one class elected each year to hold office for a three-year term, the following directors continued to serve as directors of the Company immediately after the Annual Meeting: D. Keith Grossman, Patrick T. Hackett, Jim Hinrichs, Andrea L. Saia and Catherine Szyman.

Proposal Two:  Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2021 by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

36,370,892

 

44,263

 

4,989

 

—

 


 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Outset Medical, Inc.

 

 

 

 

Date:  June 4, 2021

 

By:

/s/ John L. Brottem

 

 

 

John L. Brottem

 

 

 

General Counsel

 

 

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